PARTICIPATION AGREEMENT

     PARTICIPATION  AGREEMENT (this "Agreement"), dated as of December 20, 1999,
between  Allegheny  Energy,  Inc.,  a  Maryland  corporation  ("AYE") and Energy
Corporation  of  America,  a  West  Virginia  corporation  ("ECA").

                                    RECITALS

     WHEREAS,  the  parties  desire  to  coordinate  their  efforts  in  the
identification  and  acquisition  of  certain  gas  and  gas-related  assets and
properties,  and/or certain business entities that engage in gas and gas-related
activities,  upon  the  terms  and  subject  to the conditions contained herein.
NOW,  THEREFORE,  in  consideration  of  the agreements set forth herein and for
other  good  and valuable consideration, the receipt and sufficiency of which is
hereby  acknowledged,  the  parties  hereto  hereby  agree  as  follows:

                                   ARTICLE  I

                                 DEFINED  TERMS

Section 1.01.     Certain Definitions.  As used in this Agreement, the terms set
     forth  in  Appendix  A  have  the  meanings  ascribed  to  them  therein.

Section 1.02.     Schedule of Definitions.  As used in this Agreement, the terms
set  forth  in  Appendix B have the meanings ascribed to them in the Sections of
this  Agreement  indicated  in  such  Appendix.

                                   ARTICLE  II

                                  PARTICIPATION

Section  2.01.     Election  to  Participate.  (a)  Promptly  following  AYE's
execution  of Preliminary Documentation with respect to any Gas Assets, AYE will
provide  ECA with a written notification (the "Notification") to the effect that
AYE  is  evaluating  such  Gas Assets (any Gas Assets as to which AYE provides a
Notification,  a "Confidential Acquisition").  Each Notification will include an
estimate  of the date on which AYE and the seller or issuer of such Confidential
Acquisition are reasonably likely to execute definitive documentation concerning
AYE's  acquisition  of such Confidential Acquisition (the "Estimate Date").
Subject to the prior execution by ECA of a confidentiality agreement between ECA
and  the seller or issuer of such Confidential Acquisition in form and substance
substantially  identical  to  the confidentiality agreement between AYE and such
seller  or  issuer, AYE will furnish to ECA, if and as received, all information
received  by  AYE  from  such  seller or issuer.  AYE makes no, and shall not be
deemed  to  make  any,  representation  or  warranty  concerning any information
furnished  to  ECA  concerning  any Confidential Acquisition, or as to the past,
present  or  future  operating  or  financial  performance  of  the Confidential
Acquisition.  ECA  agrees  that  it  will  satisfy itself as to the accuracy and


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sufficiency  of the matters on which it relies in making any investment decision
with  respect  to  each  Confidential Acquisition.  Following its receipt of the
Notification,  ECA  shall  refrain from engaging in negotiations, discussions or
other  activities  that  could  result  in  a  failure  by  AYE  to purchase the
Confidential  Acquisition.  AYE shall have no obligation to acquire or invest in
any  Confidential  Acquisition  and  shall  have no obligation to enter into any
discussions  or  negotiations  or  to  continue  to engage in any discussions or
negotiations  concerning  any  Confidential  Acquisition.  AYE shall control any
discussions  and negotiations between AYE and/or ECA (on the one hand) and third
parties  (on  the  other  hand)  concerning the acquisition of each Confidential
Acquisition, but AYE shall afford ECA a reasonable opportunity to participate in
such  discussions  and negotiations.  ECA shall not engage in any discussions or
negotiations  with third parties concerning any Confidential Acquisition without
the  prior  consent  of  AYE.

     (b)  With  respect  to  each  Confidential  Acquisition  that  is  a  Gas
Acquisition,  ECA  will  provide  AYE  with a written notification (each, a "Gas
Acquisition  Election") as to whether ECA elects to exercise its rights pursuant
to  Section  2.02,  not  fewer than 30 calendar days prior to the Estimate Date.
With respect to each Confidential Acquisition that is a Pooling Acquisition, ECA
will  provide  AYE  with  a  written  notification (each, a "Pooling Acquisition
Election")  as  to whether ECA elects to exercise its rights pursuant to Section
2.03  not  fewer  than  30  calendar  days  prior  to  the  Estimate  Date.

(c)  If the Confidential Acquisition consists of Gas Assets, then not fewer than
20  calendar  days  prior  to  the  Estimate  Date  AYE  will provide ECA with a
financial  model  showing  the capitalization of a hypothetical business entity,
the  only  assets of which are such Gas Assets.  The value of the equity capital
of  such  hypothetical  entity  as  set forth in such model (the "Initial Equity
Amount")  shall  not  exceed the long term indebtedness of such entity set forth
therein.

(d)  ECA  shall notify AYE of the Selected Percentage not fewer than 15 calendar
days  prior  to  the  Estimate  Date.

Section  2.02.     Selected  Gas Acquisitions.  AYE and ECA agree that following
AYE's  receipt  of  a  Gas  Acquisition Election stating that ECA has elected to
exercise its rights pursuant to this section, AYE and ECA will negotiate in good
     faith  appropriate  contractual  arrangements  with  respect to the related
Selected  Gas  Acquisition  pursuant  to which, if and only if AYE acquires such
Selected  Gas  Acquisition  during  the  Reference  Period  or  within 18 months
following  the end of the Reference Period: (i) AYE and ECA will form a Selected
Gas  Entity for the purpose of acquiring, holding and disposing of such Selected
Gas  Acquisition,  and  (ii) ECA will purchase or otherwise acquire for value an
ECA  Interest.  In connection with such negotiations, the parties will negotiate
in  good  faith appropriate contractual arrangements concerning the acquisition,
holding,  operation  and  disposition  of  such Selected Gas Acquisition and the
related  Interests.  Such  contractual  arrangements:


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(a)     Will  contain  provisions  that are not reasonably likely to (i) cause a
material  delay  or  complication  in  obtaining  regulatory  approval  for  the
acquisition  of such Selected Gas Acquisition or the related AYE Interest or ECA
Interest,  (ii)  cause  the  acquisition transaction not to qualify for any tax,
accounting  or  regulatory  treatment,  the  failure  to qualify for which would
either  have  a  significant  adverse  on  AYE, or to the benefits to AYE of the
acquisition  of  the Selected Gas Acquisition or the related AYE Interest or the
attractiveness to the seller or issuer of such Selected Gas Acquisition of AYE's
     proposal  to  acquire  the Selected Gas Acquisition, or (iii) result in any
tax,  accounting  or  regulatory  conditions  or circumstances that would have a
significant  adverse effect on the ownership or operation by AYE of the Selected
Gas  Acquisition,  the  AYE Interest or any of AYE's other assets or properties,
And

(b)     Will  provide  that  upon the payment by ECA to AYE of an amount of cash
equal  to  the  product  of  (i) the Selected Percentage, multiplied by (ii) the
Initial  Equity  Amount,  ECA  will  acquire  an  ECA  Interest  representing  a
percentage  "passive"  equity  interest  or  similar  "synthetic"  equity in the
related  Selected  Gas  Entity  equal  to  the  Selected  Percentage.

     (c)  Will provide AYE with complete management and operating control of the
Selected  Gas  Entity  and  will provide ECA with a "passive" equity interest or
similar  synthetic  equity  in  such  Selected  Gas  Entity,  and

     (d)  Will provide that the long term indebtedness of or attributable to the
Selected  Gas  Acquisition will be refinanced and replaced by intercompany loans
extended by AYE or one of its Affiliates to the related Selected Gas Entity, the
interest  on  which  will  be  equal to such intercompany lender's cost of funds
relating  to  the  indebtedness  incurred  by such lender in connection with the
making  of  such  intercompany  loans,  and

     (e)  Will  provide  that  AYE  and  ECA  will  have  the  same  rights  and
obligations  with respect to Interests as those provided in Article IV, and will
contain  provisions  analogous  to  those  set  forth  in  Articles  III and VI.
AYE and ECA shall use their respective best efforts to ensure that the foregoing
contractual arrangements have been executed and delivered at least five Business
Days  prior  to  the  Estimate  Date.

Section  2.03.     Pooling Acquisitions.  AYE and ECA agree that following AYE's
receipt  of  an  Election  stating  that  ECA has elected to exercise its rights
pursuant  to  this  Section  2.03,  AYE  and  ECA  will  negotiate in good faith
appropriate  contractual  arrangements  with  respect  to  the  related  Pooling
Acquisition  (and  shall  negotiate  in  good  faith  concerning  whether  such
arrangements  should  be  comprised  of  (i)  modifications  to  this  Agreement
applicable  to  subsequent  Gas  Acquisitions,  (ii)  consulting  and  advisory
arrangements  with  respect  to  such  Pooling  Acquisition,  and/or (iii) other
contractual  arrangements)  pursuant  to which, if and only if AYE acquires such
Pooling  Acquisition  during  the Reference Period or within 18 months following
the  end  of  the  Reference  Period:


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(a)     ECA will pay to AYE at least two years and one day following the date of
     consummation  of  such  Pooling Acquisition, but not prior to two years and
one  day  following  the date of such consummation, cash equal to the product of
(i)  the  Selected Percentage, multiplied by (ii) the market value of the equity
consideration  paid  by  AYE  in connection with such Pooling Acquisition, which
shall be determined in the manner set forth in Section 4.06(j) as of the date of
the  consummation  of  such  Pooling  Acquisition.

(b)     At  least  two  years  and one day following the date of consummation of
such  Pooling  Acquisition, but not prior to two years and one day following the
date  of  such  consummation  or  prior  to  the  payment referred to in Section
2.03(a), ECA will have "synthetic equity" or other economic rights as equivalent
as  may  be  practicable  (in  light  of  the factors specified in clause (a) of
Section  2.02  and  in  light  of  the  requirements  for "pooling of interests"
accounting  treatment)  to  such  economic  rights  as ECA would have if ECA had
purchased  a percentage equity interest in such Pooling Acquisition equal to the
Selected  Percentage.

(c)     AYE and ECA will have substantially the same rights and obligations with
respect  to such economic rights as those provided in Article IV with respect to
AYE  Interests  and  ECA  Interests.

     Such contractual arrangement will contain provisions analogous to those set
forth  in  Articles  III  and  VI.

Section  2.04.     Agreement  Concerning Combined Gas and Electric Acquisitions.
In  the event that during the Reference Period AYE acquires assets or securities
of  an  entity which operates one or more electric utilities, and such assets or
securities  do not constitute Gas Assets solely because the gross revenues of or
attributable  to  such entity or assets that are derived from Covered Activities
in  the  Territory  (after  giving  effect  to  any  disposition  of  assets and
businesses not acquired by AYE) do not equal or exceed 50% of the gross revenues
     of  or  attributable  to  such  entity  or assets, each of AYE and ECA will
entertain  reasonable  proposals  from  the  other  party  concerning, and shall
discuss in good faith, whether and on what terms AYE and ECA should cooperate in
the  ownership,  operation  and/or  disposition  of  such assets of the acquired
entity  or  such portion of the acquired assets as may be engaged or employed in
connection  with  Covered  Activities  in  the  Territory.

     Section 2.05.     Agreement Concerning Financing Arrangements.  The parties
recognize  that  this  Agreement  broadly  prohibits  the  creation  of  liens,
encumbrances  and  security  interests  on  or  with  respect  to Interests.  In
connection  with  the negotiations referred to in Section 2.02, AYE and ECA will
negotiate  in  good  faith  appropriate  contractual  arrangements  (and  shall
negotiate in good faith concerning whether such arrangements should be comprised
of  modifications  to  this  Agreement  and/or  other  contractual arrangements)
concerning  the  matters  set  forth in Article IV intended (i) to permit ECA to
borrow  funds  sufficient  to make the payments contemplated by Section 2.02(b),
(ii) to accommodate such liens, encumbrances and security interests as attach to
AYE's  assets  and  properties  by  operation  of federal or state law or in the
ordinary  course  of  AYE's financing activities, (iii) to safeguard and protect
AYE's  right  to  acquire  an  ECA  Interest in the event a lender forecloses or
otherwise  takes  possession  or  title  to such ECA Interest or executes upon a
lien,  encumbrance  or  security  interest  thereon,  and  (iv) to safeguard and
protect  ECA's right to acquire an AYE Interest in the event a lender forecloses
or  otherwise  takes possession or title to such AYE Interest or executes upon a
lien,  encumbrance  or  security  interest  thereon.


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                                ARTICLE  III

                           REGULATORY  APPROVALS

Section 3.01.     Approval of Acquisitions.  The effectiveness of this Agreement
     will  be conditioned upon the occurrence of the Closing.  The effectiveness
of  all  contractual  arrangements  concerning the matters specified in Sections
2.02  and  2.03  and  Article  IV will be conditioned upon prior approval of the
Securities  and Exchange Commission (the "SEC") if and to the extent required by
the  Public  Utility  Holding Company Act of 1935, as amended, and the rules and
regulations  thereunder  (collectively,  the  "1935  Act"),  and  upon the prior
receipt  of any other required regulatory approvals.  AYE and ECA will negotiate
in  good  faith to cause such contractual arrangements to contain such terms and
conditions  as are not reasonably likely to cause such approvals to be withheld,
delayed  or  conditioned.

                                ARTICLE  IV

                               DISPOSITIONS

Section  4.01.     General.  Neither  AYE  nor ECA shall make any Disposition to
any  Person  unless  such  Disposition  is  expressly  permitted  by and made in
accordance  with  this  Agreement.  AYE  and  ECA  shall cause each Selected Gas
Entity not to reflect on its books any Disposition except Dispositions expressly
     permitted  by and made in accordance with, this Agreement.  Any Disposition
not  permitted  by and made in accordance with this Agreement (an "Impermissible
Disposition"),  including  but  not  limited  to Dispositions made without prior
compliance  with  the  provisions  of this Article IV, shall be null and void ab
initio.  AYE  and  ECA  agree to cooperate in obtaining any regulatory approvals
required  in  connection  with  any  Disposition  made  in  accordance with this
Agreement.

Section  4.02.     Dispositions  By  AYE.   If  at  any  time  AYE  makes  a
determination  to  sell any AYE Interest, it shall submit to ECA a written offer
(an "Offer") with respect to such Disposition specifying the price and the other
material  terms  and  conditions,  including  deferred  payment  mechanics  (if
applicable) pursuant to which AYE proposes to sell the AYE Interest.  Such Offer
shall  state  that  ECA is entitled to purchase, at its option and in accordance
with  the  provisions  of this Agreement, all of the AYE Interest for such price
and  on  such  other  terms  and  conditions.

Section  4.03.     Election  to  Purchase or to "Tag-Along".  Upon receipt of an
Offer,  ECA shall have the right (but not the obligation), which it may exercise
by  delivering  a  written notice of such exercise (an "Exercise Notice") to AYE
within  30  calendar  days  of the date of dispatch of such Offer, to either (i)
purchase  all  (but  not less than all) of the AYE Interest for the price and on
the  other  terms  and  conditions,  including  deferred  payment  mechanics (if
applicable),  set  forth  in  the  Offer,  or, alternatively, (ii) authorize and
direct  AYE,  as  agent and attorney-in-fact for ECA, to offer the corresponding
ECA  Interest  for  sale  to any third party to which AYE offers to sell the AYE
Interest  and  to  take  all  actions  necessary or appropriate to sell such ECA


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Interest  on  behalf  of ECA, in each case on the same terms, and subject to the
same  conditions,  as  are applicable to the AYE Interest (except for the price,
which  shall  be  proportionate  to  the  price  for the AYE Interest), it being
understood  that  AYE may not sell the ECA Interest to any Person other than the
Person  which acquires the corresponding AYE Interest (the "Acquiror").  ECA may
exercise  either,  but not both, of the rights described in clauses (i) and (ii)
of  the  previous  sentence  but shall be under no obligation to exercise either
such  right.  Any  Exercise  Notice shall, together with the Offer, constitute a
valid,  legally  binding  and enforceable agreement on the part of ECA to either
purchase  such  AYE  Interest  from AYE for the price and on the other terms and
conditions,  including  deferred  payment mechanics (if applicable) set forth in
the  Offer,  or  to sell such ECA Interest to the Acquiror on the same terms and
subject to the same conditions as are applicable to the sale of the AYE Interest
(except  the  price,  which  shall  be  proportionate  to  the price for the AYE
Interest),  each  as  the  case  may  be.  If  ECA  shall have made the election
contemplated  by  clause  (ii)  of  the first sentence of this Section 4.03 (the
"Tag-Along  Election")  within  the  time period specified in such sentence, ECA
shall  execute  such  instruments  and  documents as may be necessary to confirm
AYE's power and authority as agent and attorney-in-fact of ECA to offer and sell
of  the  ECA  Interest  on  ECA's  behalf.

Section  4.04.     If  ECA  Elects  to  Purchase.  If  ECA  shall  have made the
election  contemplated  by clause (i) of the first sentence of Section 4.03 (the
"Purchase  Election")  within  the  time period specified in such sentence, then
subject  to compliance with applicable laws and regulations and the obtaining of
such  regulatory  approvals as may be required, the purchase and sale of the AYE
Interest  shall  be  consummated as soon as practicable following the receipt of
all  regulatory  approvals  required  in connection with such transaction.  Such
disposition  shall  be  effected  by  (i)  AYE's  delivery  to  ECA of documents
sufficient  to  effect  the  sale  to  ECA  of  the AYE Interest, and (ii) ECA's
delivery  to  AYE  of  the purchase price set forth in the Offer, subject to any
deferred payment mechanics (if any) set forth therein, in cash, by wire transfer
or by certified or official bank check.  AYE hereby (i) warrants to ECA that, as
of  the consummation of such purchase and sale transaction the sale and delivery
of  the AYE Interest shall vest in ECA good legal title and beneficial ownership
of  the  AYE  Interest,  free  and  clear  of  all liens, charges, encumbrances,
restrictions,  equities, options and claims, other than those incurred by action
of  ECA and (ii) agrees to indemnify and hold harmless ECA against any losses or
damages  arising  out  of  any breach of the warranty set forth in clause (i) of
this  sentence.

Section  4.05.     If ECA Does Not Elect to Purchase.  (a)  If ECA does not make
a  Purchase  Election  or Tag Along Election within the time period specified in
Section  4.03,  AYE  shall  have  the  right, which may be exercised at any time
during the period prior to the 150th calendar day following the date of dispatch
     of  the  Offer (the "Drag-Along Period"), to elect to cause ECA to sell the
ECA  Interest  to  the  Acquiror  at  a  price  and  subject  to other terms and
conditions  which  are  (i)  not more favorable in the aggregate to the Acquiror
than  those  specified  in  the  Offer  (other  than  the  price, which shall be
proportionate to the price for the AYE Interest), and (ii) identical (except the
price,  which  shall  be proportionate to the price for the AYE Interest) to the
terms  and  conditions  of  the  sale  of the AYE Interest (any such election, a
"Drag-Along  Election").


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(b)      AYE  may  exercise  a  Drag-Along Election by furnishing written notice
thereof  to  ECA  prior  to  the  expiration  of  the  Drag-Along  Period.  The
consummation  of  the  purchase  and  sale  of  the  ECA  Interest  shall  occur
contemporaneously  with  the  consummation  of  the purchase and sale of the AYE
Interest.  If  AYE  shall  cause the Acquiror to purchase the ECA Interest, such
purchase  shall  be at a price and subject to terms and conditions which are (i)
not  more favorable in the aggregate to the Acquiror than those specified in the
Offer  (other  than the price, which shall be proportionate to the price for the
AYE  Interest),  and  (ii)  are  identical  (except  the  price,  which shall be
proportionate  to  the  price  for  the  AYE  Interest)  to the price, terms and
conditions  applicable  to  the  sale  of  the  AYE  Interest;

(c)      If  ECA  does  not  make  a  Purchase  Election  within the time period
specified  in  Section  4.03, AYE may, at any time within 180 days following the
date  of dispatch of the Offer, enter into an agreement to sell the AYE Interest
to  any  Person.  Any such sale of an AYE Interest shall be made to the Acquiror
at a price and on other terms and conditions not more favorable in the aggregate
     to  the Acquiror than those specified in the Offer.  If ECA shall have made
the  Tag-Along  Election,  AYE  shall not sell or agree to sell the AYE Interest
unless  the  Acquiror  agrees  to  purchase all of the ECA Interest on terms and
conditions  identical  (except  the  price,  which shall be proportionate to the
price for the AYE Interest) to the price, terms and conditions applicable to the
sale  of  the AYE Interest.  If an Acquiror shall not have entered into definite
documentation  concerning  the  purchase of the AYE Interest within 180 calendar
days  following  the  date  of  dispatch  of  the  Offer, the AYE Interest shall
continue  to  be  subject to the rights of first offer set forth in this Article
IV,  and  AYE's  power  and  authority as agent and attorney-in-fact of ECA with
respect  to  the  ECA  Interest  shall  terminate.

Section  4.06.     Other  Purchase Rights. (a) Impermissible Disposition by AYE.
AYE  agrees  to  furnish to ECA prompt written notice upon becoming aware of the
occurrence  of an Impermissible Disposition with respect to an AYE Interest.  If
such  Impermissible  Disposition  has  not  been reversed, rescinded or canceled
within  30  calendar days following the date of dispatch by AYE of a notice with
respect  to  a  particular  Impermissible  Disposition  (the  "AYE Impermissible
Disposition  Cure  Period"), ECA shall have the right, which may be exercised at
any  time  during  the  period  of  30 calendar days following the elapse of the
Impermissible  Disposition  Cure Period to elect to purchase the AYE Interest at
Fair  Market  Value  in  accordance with this Section 4.06.  Notwithstanding the
foregoing, ECA shall retain all causes of action, rights and remedies in respect
     of  a  breach  by  AYE of its obligations under this Agreement to which ECA
would  otherwise  be  entitled  under  applicable  law.

     (b) Impermissible Dispositions by ECA.  ECA agrees to furnish to AYE prompt
written  notice  upon  becoming  aware  of  the  occurrence  of an Impermissible
Disposition  with respect to an ECA Interest.  If such Impermissible Disposition
has  not  been reversed, rescinded or canceled within 30 calendar days following
the  date  of  dispatch  by  ECA  of  a  notice  with  respect  to  a particular
Impermissible Disposition (the "ECA Impermissible Disposition Cure Period"), AYE
shall have the right, which may be exercised at any time during the period of 30
calendar  days following the elapse of the Impermissible Disposition Cure Period
to  elect  to  purchase the ECA Interest at Fair Market Value in accordance with
this  Section  4.06.  Notwithstanding the foregoing, AYE shall retain all causes
of  action, rights and remedies in respect of a breach by ECA of its obligations
under  this  Agreement to which AYE would otherwise be entitled under applicable
law.

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(c)      AYE Call Right. AYE shall have the right, which may be exercised at any
     time  following  the second anniversary of the acquisition by ECA of an ECA
Interest,  to elect to purchase all, but not less than all, of such ECA Interest
for  Fair  Market  Value  in  accordance  with  this  Section  4.06.

(d)      ECA Put Right.  ECA shall have the right, which may be exercised at any
     time  following  the second anniversary of the acquisition by ECA of an ECA
Interest,  to elect to cause AYE to purchase all, but not less than all, of such
ECA  Interest  for  Fair  Market  Value  in  accordance  with this Section 4.06.

(e)      AYE  Change  of  Control.  AYE  shall  have  the  right,  which  may be
exercised  at  any  time  following  the  termination  of  this Agreement by AYE
pursuant  to  Section  5.02, to elect to purchase all, but not less than all, of
any  ECA  Interest  for Fair Market Value plus the Control Premium in accordance
with  this  Section  4.06.

(f)      ECA  Change  of  Control.  AYE  shall  have  the  right,  which  may be
exercised  at  any  time  following  the  termination  of  this Agreement by AYE
pursuant  to  Section  5.03, to elect to purchase all, but not less than all, of
any  ECA  Interest  for  Fair Market Value in accordance with this Section 4.06.

(g)      Closing.  If either AYE or ECA elects to exercise any right pursuant to
Section  4.06(a), through (f), such party (the "Exercising Party") shall provide
to  the  other a written notification of such exercise (any such notification, a
"Put/Call  Notice")  prior  to the expiration of the period of time during which
such  right  may be exercised.  The consummation of the purchase and sale of the
Interest  to  which  the  Put/Call  Notice relates, shall occur on the fifteenth
calendar  day  following the last to occur of (x) the final determination of the
Fair  Market  Value of the Interest, and (y) the receipt of all governmental and
regulatory approvals required for the consummation of such purchase and sale (or
if  such  fifteenth calendar day is not a business day, then the next succeeding
business  day),  at  10:00  a.m.,  local  time,  at  a  location  in Pittsburgh,
Pennsylvania  mutually  agreed  upon  by  AYE  and  ECA.

(h)      Warranties.  AYE warrants to ECA, with respect to each Interest that is
     the  subject  of a Put/Call Notice and is an AYE Interest, and ECA warrants
to  AYE,  with respect to each Interest that is the subject of a Put/Call Notice
and  is  an  ECA  Interest,  that  the sale and delivery of such Interest at the
closing  of  the purchase and sale of such Interest shall vest in the Exercising
Party  good  legal  title to and beneficial ownership of such Interest, free and
clear  of  all liens, charges, encumbrances, restrictions, equities, options and
claims,  other  than  such  as may be imposed by action of the Exercising Party.
Each  party  agrees to indemnify and hold harmless such Exercising Party against
any losses or damages arising out of any breach of the warranty set forth in the
previous  sentence.

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(i)     A  Fair Market Value@ means the price which a willing buyer would pay to
a  willing  seller  for  the  Interest in question in an arms= length negotiated
transaction  without  undue  time  constraints,  and shall be determined in U.S.
dollars  as  of  the date of dispatch of the Put/Call Notice.  AControl Premium@
means,  with  respect to any ECA Interest, an amount equal to the product of (i)
the aggregate Achange of control premium,@ if any, received or to be received by
AYE stockholders as a result of the related AYE Change in Control, as determined
in  accordance  with  Section 4.06(j), multiplied by (ii) the product of (A) the
amount that would have been shown on AYE=s books at the time of the consummation
of  the  AYE Change in Control as the book value of such ECA Interest if AYE had
acquired  such  ECA Interest at the time ECA acquired such ECA Interest, divided
by  (B) the aggregate book value of AYE=s assets at the time of the consummation
of  the  AYE  Change  in  Control.

(j)     Any Determination Amount shall be determined, if possible, by the mutual
     agreement  of  AYE  and  ECA.  If  AYE  and ECA are unable to reach such an
agreement  within 30 calendar days following the receipt of the Put/Call Notice,
the  Determination  Amount  shall  be  determined  by  a  nationally  recognized
investment  banking  firm  jointly  selected by AYE and ECA.  If AYE and ECA are
unable  to  mutually  agree  on an investment banking firm, each shall choose an
investment  banking  firm  and  the  two  firms  so  chosen shall select a third
investment  banking  firm.  The  third  firm  so  selected  shall  determine the
Determination  Amount,  which  determination  shall  be final and binding on the
parties.  If either party shall fail to select an investment banking firm within
10  calendar  days following receipt from the other party of a notice specifying
such  failure,  or  if  the  two investment banking firms shall fail to select a
third  investment  banking  firm,  such  third  investment banking firm shall be
selected by the American Arbitration Association or by arbitration in accordance
with  the Commercial Arbitration Rules thereof.  The parties shall instruct such
third  investment  banking firm so retained to deliver to such parties a written
opinion as to the Determination Amount within 60 days following the selection of
such firm.  The cost of determining the Determination Amount, including the fees
and expenses of such investment banking firms, shall, unless otherwise agreed by
the  parties  in  writing, be borne equally by AYE, on the one hand, and ECA, on
the  other  hand.

          (k)  Each  party  agrees  to  furnish  to each investment banking firm
referred to in Section 4.06(j) such financial, business and other information as
is  reasonably  necessary  to  allow  it  to  evaluate  the  business, financial
condition  and  results of operation of the related Selected Gas Entity, subject
to  the  execution  of a reasonable confidentiality agreement by such investment
banking  firm.

                                ARTICLE  V

                               TERMINATION

Section  5.01.     Mutual  Agreement.  This  Agreement  may be terminated at any
time  by  the  mutual  written  consent  of  AYE  and  ECA.

Section  5.02.     AYE Change of Control.  AYE agrees to furnish to ECA 30 days'
prior  written  notice upon becoming aware of the occurrence of an AYE Change in
Control.  AYE  shall  have  the right, which may be exercised at any time during
the  period  of 90 calendar days following the consummation of any AYE Change in
Control,  to  terminate  this  Agreement.

Section  5.03.     ECA Change of Control.  ECA agrees to furnish to AYE 30 days'
prior  written  notice upon becoming aware of the occurrence of an ECA Change in
Control.  AYE  shall  have  the right, which may be exercised at any time during
the  period of 90 calendar days following the date that AYE receives such notice
or  otherwise  becomes  aware  of  an  ECA  Change in Control, to terminate this
Agreement.

                                       9
<PAGE>

     Section  5.04     Automatic  Termination.  This  Agreement  shall terminate
automatically on the second anniversary of the last day of the Reference Period.

                                ARTICLE  VI

                CONFIDENTIALITY;  NONCOMPETITION;  NONSOLICITATION

Section  6.01.     Confidential Information Provided to ECA. (a)  From and after
the date hereof and until the fifth anniversary of the last day of the Reference
     Period,  ECA  (i)  shall hold and shall use its reasonable efforts to cause
its Affiliates, officers, directors, employees, representatives, consultants and
advisors  (collectively with ECA, the "ECA Group") to hold in strict confidence,
unless  compelled  to disclose by judicial or administrative process, or, in the
opinion  of  its  counsel,  by  other  requirements  of  law or the rules of any
applicable  stock  exchange,  all  Confidential Information that it has obtained
(except  to  the  extent  that  such  information  can be shown to have been (x)
previously  actually  known by any member of the ECA Group, or (y) in the public
domain  through no fault of any member of the ECA Group), (ii) shall not release
or  disclose,  and  shall  cause  each member of the ECA Group not to release or
disclose,  Confidential  Information  to any other Person (other than members of
the  ECA  Group  and  its  auditors,  counsel  and lenders who need to know such
information for the purpose of evaluating a Confidential Acquisition), and (iii)
will  not  use  such  Confidential  Information to the detriment of AYE.  If any
member of ECA Group shall be required by legal process to make disclosure of any
such  Confidential  Information,  ECA shall give AYE prior written notice of the
making  of  such  disclosure  (which  notice  shall  attach a copy of such legal
process)  and  shall use all reasonable efforts to afford AYE an opportunity to,
and  will  cooperate  with  AYE  if  AYE  chooses to, contest the making of such
disclosure.

(b)       In  addition to the covenants contained in Section 6.01(a), ECA shall,
and  shall  cause  each  member  of  the  ECA  Group  to,  use  any Confidential
Information  of or relating to any Selected Gas Entity solely for the purpose of
owning  or  holding  the  related  ECA  Interest.

Section  6.02.     Confidential  Information Provided to AYE. (a) From and after
the date hereof and until the fifth anniversary of the last day of the Reference
     Period,  AYE  (i)  shall hold and shall use its reasonable efforts to cause
its Affiliates, officers, directors, employees, representatives, consultants and
advisors  (collectively with AYE, the "AYE Group") to hold in strict confidence,
unless  compelled  to disclose by judicial or administrative process, or, in the
opinion  of  its  counsel,  by  other  requirements  of  law or the rules of any
applicable  stock  exchange,  all  Confidential Information that it has obtained
(except  to  the  extent  that  such  information  can be shown to have been (x)
previously  actually  known by any member of the AYE Group, or (y) in the public
domain  through no fault of any member of the AYE Group), (ii) shall not release
or  disclose,  and  shall  cause  each member of the AYE Group not to release or
disclose,  Confidential  Information  to any other Person (other than members of

                                       10
<PAGE>

the  AYE  Group  and  its  auditors,  counsel  and lenders who need to know such
information for the purpose of evaluating a Confidential Acquisition), and (iii)
will  not  use  such  Confidential  Information to the detriment of ECA.  If any
member of AYE Group shall be required by legal process to make disclosure of any
such  Confidential  Information,  AYE shall give ECA prior written notice of the
making  of  such  disclosure  (which  notice  shall  attach a copy of such legal
process)  and  shall use all reasonable efforts to afford ECA an opportunity to,
and  will  cooperate  with  ECA  if  ECA  chooses to, contest the making of such
disclosure.

(b)       In  addition to the covenants contained in Section 6.02(a), AYE shall,
and  shall  cause  each  member  of  the  AYE  Group  to,  use  any Confidential
Information  of or relating to any Selected Gas Entity solely for the purpose of
owning  or  holding  the  related  AYE  Interest.

Section  6.03.     Confidentiality  of  Acquisition Discussions.  ECA shall not,
and ECA will use its reasonable efforts to cause the ECA Group to not, discuss a
     Confidential  Acquisition  with  any  other person or disclose to any other
Person  either  the  fact  that  discussions  or  negotiations  are taking place
concerning  a  Confidential Acquisition or any of the terms, conditions or other
facts  with  respect  to any such Confidential Acquisition, including the status
thereof;  provided,  however,  that  any  member  of the ECA Group may make such
disclosure  to  the extent such member has received the written opinion of ECA's
outside  counsel  that  such disclosure is required to be made in order to avoid
violating the federal securities laws and ECA is otherwise not in breach of this
Agreement.

Section  6.04.     Noncompetition.  (a)  In  consideration  for  being furnished
with  Confidential  Information,  ECA hereby covenants and agrees that until two
years  after  the Reference Period, ECA shall not directly or indirectly acquire
any financial or beneficial interest in, provide services with respect to, lease
or  own,  manage,  operate or control any Confidential Acquisition that does not
result  in  the  acquisition  by  ECA  of  an  ECA  Interest.

     (b)  In  consideration  for  being furnished with Confidential Information,
ECA  hereby  covenants  and  agrees  that  is  will  not, directly or indirectly
(whether  as an owner, partner, stockholder, employee, director, officer, agent,
consultant  or  the  equivalent  of any person or entity), engage in, assist any
other person or entity to engage in, or have any equity, financial, proprietary,
ownership  or  like  interest  in, any business which is in competition with the
business  conducted  by  any  Selected  Gas  Entity.

                                ARTICLE  VII

                                MISCELLANEOUS

Section  7.01.     Survival.  Articles  IV  and  VI shall survive termination of
this  Agreement.


                                       11
<PAGE>

Section 7.02.      Amendment and Waiver.  Any provision of this Agreement may be
amended  or  waived  if, and only if, such amendment or waiver is in writing and
signed, in the case of an amendment, by AYE and ECA, or in the case of a waiver,
by the party against whom the waiver is to be effective.  No failure or delay by
any party in exercising any right, power or privilege hereunder shall operate as
a  waiver  thereof nor shall any single or partial exercise thereof preclude any
other  or  further exercise thereof or the exercise of any other right, power or
privilege.

Section  7.03.     Performance  and  Assignment.  Any action or obligation to be
performed  by AYE under this Agreement shall be deemed to be performed by AYE if
such action or obligation is performed by a Subsidiary of AYE.  No party to this
     Agreement  may  assign  or  delegate any of its rights or obligations under
this  Agreement  without  the  prior  written consent of the other party hereto,
except  that  AYE  may  assign  or  delegate any or all of its rights under this
Agreement to any wholly owned Subsidiary or Subsidiaries of AYE.  Any assignment
made  in  violation  of  this  Section  7.03  shall  be  null  and  void.

Section  7.04.     Expenses.  Except  as  otherwise  expressly  provided in this
Agreement,  whether  or  not the transactions contemplated by this Agreement are
consummated,  the  parties  shall bear their own respective expenses (including,
but  not  limited  to,  all  compensation  and  expenses  of  counsel, financial
advisors,  consultants,  actuaries  and  independent  accountants)  incurred  in
connection  with  this  Agreement  and  the  transactions  contemplated  hereby.

Section  7.05.     Parties  in  Interest;  No  Third  Party Beneficiaries.  This
Agreement  shall  inure to the benefit of and be binding upon the parties hereto
and  their  respective  successors  and  permitted  assigns.  Nothing  in  this
Agreement,  express or implied, is intended to confer upon any Person other than
AYE  and  ECA  and  their successors or permitted assigns any rights or remedies
under  or  by  reason  of  this  Agreement.

Section  7.06.     Public  Disclosure.  Each  of  the  parties to this Agreement
hereby  agrees  with the other parties hereto that, except as may be required to
comply  with  the requirements of applicable law or the rules and regulations of
each  stock  exchange  upon  which  the  securities of one of the parties or its
Affiliates  is  listed,  no  press  release  or  similar  public announcement or
communication  will  be  made  or  caused to be made concerning the execution or
performance  of  this  Agreement  unless specifically approved in advance by all
parties hereto; provided, however, that, to the extent that either party to this
Agreement  is required by law or the rules and regulations of any stock exchange
upon  which  the securities of one of the parties or its Affiliates is listed to
make  such  a public disclosure, such public disclosure shall only be made after
prior  consultation  with  the  other  party  to  this  Agreement.

Section  7.07.     Entire  Agreement.  This Agreement (including all Annexes and
Schedules  hereto)  and  any  agreement  between  AYE  and  ECA  making specific
reference  to  this  Section  8.06  constitutes the entire agreement between the
parties  hereto  with  respect  to  the subject matter hereof and supersedes all
prior  agreements  and  understandings,  oral  or  written, with respect to such
matters.

Section 7.08.     Counterparts.  This Agreement and any amendments hereto may be
executed  in  one  or  more counterparts, each of which shall be deemed to be an
original,  and  all  of  which  shall be considered one and the same instrument.

                                       12
<PAGE>

Section  7.09.     Schedules.  The  inclusion  of  any matter in any schedule to
this  Agreement  shall  be  deemed  to  be an inclusion for all purposes of this
Agreement,  including each representation and warranty as to which the relevance
of such matter is readily apparent, but inclusion therein shall expressly not be
deemed  to  constitute  an admission by AYE or ECA, or otherwise imply, that any
such matter is material or creates a measure for materiality for the purposes of
this  Agreement.

Section  7.10.     Section  Headings.  The  section  and  paragraph headings and
table  of  contents  contained in this Agreement are for reference purposes only
and shall not in any way affect the meaning or interpretation of this Agreement.

Section  7.11.     Notices.  All  notices  hereunder shall be deemed given if in
writing  and  delivered  personally  or  sent  by  facsimile or by registered or
certified  mail  (return  receipt  requested)  to  the  parties at the following
addresses  (or  at  such  other addresses as shall be specified by like notice):

(a)     if  to  AYE,  to:
Allegheny  Energy,  Inc.
Attention:  Jay  Pifer,  President
800  Cabin  Hill  Drive
Greensburg,  Pennsylvania  15601-1689

With  a  copy  to:

Allegheny  Energy,  Inc.
Attention:  Thomas  K.  Henderson,  Vice  President,  Legal
10435  Downsville  Pike
Hagerstown,  Maryland  21740

And

Sullivan  &  Cromwell
Attention:  Matthew  G.  Hurd
125  Broad  Street
New  York,  New  York  10004

(b)     if  to  ECA,  to:

Energy  Corporation  of  America
Attention:  John  Mork,  President
4643  South  Ulster,  Suite  1100
Denver,  Colorado  80237

With  a  copy  to:

Goodwin  &  Goodwin,  LLP
Attention:  Thomas  R.  Goodwin
1500  One  Valley  Square
Charleston,  West  Virginia  25301


                                       13
<PAGE>

Section 7.12.     Governing Law; Submission to Jurisdiction; Selection of Forum.
     This  Agreement shall be governed by, and construed in accordance with, the
laws  of  the  State  of  West  Virginia  without reference to the choice of law
principles  thereof.  Each party hereto agrees that it shall bring any action or
proceeding  in  respect of any claim arising out of or related to this Agreement
or  the  transactions contained in or contemplated by this Agreement, whether in
tort  or  contract  or  at  law  or  in equity, exclusively in the United States
District  Court  for the Southern District of West Virginia (the "Chosen Court")
and  (i)  irrevocably submits to the exclusive jurisdiction of the Chosen Court,
(ii)  waives  any  objection  to  the  laying  of  venue  in  any such action or
proceeding in the Chosen Court, (iii) waives any objection that the Chosen Court
is an inconvenient forum or does not have jurisdiction over any party hereto and
(iv)  agrees  that  service  of  process  upon  such party in any such action or
proceeding shall be effective if notice is given in accordance with Section 7.11
of  this  Agreement.
Section  7.13.     Severability.  The  provisions  of  this  Agreement  shall be
deemed  severable  and the invalidity or unenforceability of any provision shall
not  affect  the  validity or enforceability of the other provisions hereof.  If
any  provision  of  this  Agreement, or the application thereof to any person or
entity  or  any  circumstance,  is  invalid or unenforceable, (a) a suitable and
equitable  provision shall be substituted therefor in order to carry out, so far
as  may  be  valid  and  enforceable,  the intent and purpose of such invalid or
unenforceable  provision  and  (b)  the  remainder  of  this  Agreement  and the
application  of such provision to other persons, entities or circumstances shall
not  be  affected  by  such  invalidity  or  unenforceability,  nor  shall  such
invalidity  or  unenforceability  affect  the validity or enforceability of such
provision,  or  the  application  thereof,  in  any  other  jurisdiction.


                                       14
<PAGE>

IN  WITNESS  WHEREOF,  this  Agreement  has been signed on behalf of each of the
parties  hereto  as  of  the  date  hereof.

                                             ALLEGHENY  ENERGY,  INC.


                                             By:  /S/ Jay Pifer
                                                --------------------------------
                                             Name:  Jay  Pifer
                                             Title:  Senior  Vice  President


                                             ENERGY  CORPORATION  OF  AMERICA


                                             By:  /S/ John Mork
                                                --------------------------------
                                             Name:  John  Mork
                                             Title:  President

                                       15
<PAGE>

                                                                      APPENDIX A
                               CERTAIN DEFINITIONS

     "Affiliate"  means,  with  respect  to  any  Person, any other Person that,
directly  or  indirectly  through  one  or  more intermediaries, controls, or is
controlled  by,  or  is  under  common  control  with,  such  Person.

"AYE  Change  in  Control" means any merger or consolidation of AYE with or into
another  entity,  any  transfer  or  sale  of  all or substantially all of AYE's
assets,  any  Bankruptcy  Event  with  respect  to AYE and any assignment of the
Agreement  by  AYE,  by  operation  of  law  or  otherwise.

"AYE  Interest"  means, with respect to any Selected Gas Acquisition, any equity
or economic interest in the related Selected Gas Entity, which interest is owned
or  held,  directly  or  indirectly,  by  AYE.

"Bankruptcy  Event"  means, with respect to any Person, the occurrence of any of
the  following events: (i) the entry by a United States Bankruptcy Court or by a
court having jurisdiction in the premises of (A) a decree or order for relief in
respect of such Person in an involuntary case or proceeding under any applicable
bankruptcy,  insolvency, reorganization or other similar law, or (B) a decree or
order  adjudging  such  Person a bankrupt or insolvent, or approving as properly
filed  a petition seeking reorganization, arrangement, adjustment or composition
of  or  in  respect  of  such  Person  under any applicable law, or appointing a
custodian,  receiver,  liquidator,  assignee,  trustee,  sequestrator  or  other
similar  official  of such Person or of any substantial part of its property, or
ordering  the  winding  up or liquidation or its affairs, and the continuance of
any  such decree or order unstayed and in effect for a period of 150 consecutive
calendar  days;  or  (ii) the commencement by such Person of a voluntary case or
proceeding  under any applicable bankruptcy, insolvency, reorganization or other
similar  law  or of any other case or proceeding to be adjudicated a bankrupt or
insolvent,  or the consent by it to the entry of a decree or order for relief in
respect of such Person in an involuntary case or proceeding under any applicable
bankruptcy,  insolvency,  reorganization  or  other  similar  law  or  to  the
commencement  of  any bankruptcy or insolvency case or proceeding against it, or
the  filing  by  it of a petition or answer or consent seeking reorganization or
relief  under  any  applicable  law,  or the consent by it to the filing of such
petition or to the appointment of or taking possession by a custodian, receiver,
liquidator,  assignee,  trustee,  sequestrator  or  other similar office of such
Person  or  of  any  substantial part of its property, or the making by it of an
assignment  for  the  benefit of creditors, or the admission by it in writing of
its  inability  to  pay its debts generally as they become due, or the taking of
corporate,  limited  liability  company  or partnership action by such Person in
furtherance  of  any  such  action.

"Business  Day"  means any day other than a Saturday, a Sunday or a day on which
banks in any of Denver, Colorado, Hagerstown, Maryland or New York, New York are
authorized  or  obligated  by  law  or  executive  order  to  close.

"Closing"  means the Closing contemplated by the Stock Purchase Agreement, dated
as  of  December  20,  1999, among Allegheny Energy, Inc., Energy Corporation of
America  and  Eastern  Systems  Corporation.


                                       A-1
<PAGE>

          "Confidential Information" means any financial, technical, operational
or  other  information  (including,  without limitation, analyses, compilations,
memoranda,  notes, any other writings, financial and valuation models, financial
projections,  trade  secrets,  processes,  customer  lists  and  know-how) of or
relating  to  any  Confidential  Acquisition  or  Selected  Gas  Entity.

      "Covered  Activities"  means  the  exploration,  production,  storage,
transportation,  distribution,  sale,  development,  operation  and  marketing,
regulated  or  otherwise,  of  oil  and/or  natural  gas.

"Determination  Amount" means any of the following: (i) the Fair Market Value of
an  Interest,  (ii)  the  Change  in Control Premium, (iii) the component of the
Change  in  Control Premium described in the second sentence of Section 4.06(i),
and  (iv)  the  market value of equity consideration described in clause (ii) of
Section  2.03(a).

"Dispose"  means  to  effect  a  Disposition.

"Disposition" means any direct or indirect sale, assignment (by operation of law
or  otherwise),  transfer,  pledge, hypothecation, placement in trust (voting or
otherwise)  or  disposition  of,  lien or encumbrance on, creation of a security
interest  in,  or foreclosure by any person or entity other than AYE and ECA on,
any  Interest  A divestiture of property or assets by a Selected Gas Acquisition
or  such  an  entity  shall  not  constitute  a  Disposition.

 "ECA  Change  in Control" means any merger or consolidation of ECA with or into
another  entity,  any  transfer  or  sale  of  all or substantially all of ECA's
assets, any purchase by persons other than persons or entities controlled by the
current  management  of  ECA of more than 50% of ECA's voting equity securities,
any  Bankruptcy Event with respect to ECA and any assignment of the Agreement by
ECA,  by  operation  of  law  or  otherwise.

"ECA Interest" means, with respect to any Selected Gas Acquisition, a non-voting
equity  or  economic  interest  equal  to the Selected Percentage in the related
Selected Gas Entity, which interest is owned or held, directly or indirectly, by
ECA.

 "Gas  Acquisition"  means  any  Gas  Assets  which  are both (i) the subject of
Preliminary  Documentation executed by AYE during the Reference Period, and (ii)
actually acquired by AYE in transactions consummated during the Reference Period
or  within  18  months  following  the  end of the Reference Period, except for:
     a.  Gas  Assets the aggregate consideration for which will be less than $25
million (if the consideration is "all cash") or have a fair market value of less
than  $25  million (if the consideration is anything other than "all cash"), and

b.  Pooling  Acquisitions.

     "Gas  Assets"  means  both:

     a.  Equity securities (including securities convertible or exchangeable for
equity  securities)  of  business  entities (other than subsidiaries of AYE), at
least  50%  of  the gross revenues of which (giving effect to any disposition of
assets  and  businesses not acquired by AYE) are derived from Covered Activities
in  the  Territory,  and


                                       A-2
<PAGE>

     b.  Property and other assets (other than property and assets owned or held
by  subsidiaries  of  AYE),  at  least 50% of the gross revenues attributable to
which  are  derived  from  Covered  Activities  in  the  Territory,

provided,  however,  that  the  following  do  not  constitute  Gas  Assets:

c.  Interests  acquired  by AYE in joint ventures between AYE and third parties,
or

d.  Any  combustion  turbine  assets,  cogeneration  assets  or  electric  power
generation  assets,  or  interests  or  participations  therein,  or

e.  The  assets  or  securities  of  Mountaineer  Gas  Company.

     "Interest"  means  an  AYE Interest or an ECA Interest, as the case may be.

"Person"  means  any  individual,  partnership,  firm, corporation, association,
joint venture, trust or other entity, or any government or political subdivision
or  agency,  department  or  instrumentality  thereof.

"Pooling  Acquisition"  means  any  Gas Assets which are both (i) the subject of
Preliminary  Documentation executed by AYE during the Reference Period, and (ii)
actually  acquired  by  AYE  in transactions consummated in business combination
transactions intended to qualify for "pooling of interests" accounting treatment
during  the  Reference  Period  or  within  18  months  following the end of the
Reference  Period.

"Preliminary  Documentation"  means,  with  respect  to  any  Gas  Assets,  any
confidentiality  agreement, letter of intent or memorandum of understanding with
respect  to  the  acquisition  by  AYE  of  such  Gas  Assets.

"Reference  Period"  means  the  period  between  the  Closing  and  the  fifth
anniversary  of  such  date.

"Selected  Gas  Acquisition" means any Gas Acquisition as to which ECA submits a
timely  Gas  Acquisition  Election  stating that ECA has elected to exercise its
rights  pursuant  to  Section  2.02.

"Selected  Gas  Entity"  means  any business entity or contractual joint venture
formed  for the purpose of acquiring, holding and disposing of a Gas Acquisition
as  to  which ECA submits a timely Gas Acquisition Election stating that ECA has
elected  to  exercise  its  rights  pursuant  to  Section  2.02.

"Selected  Percentage"  means a percentage, which shall not be less than 10% nor
greater  than  20%,  determined  by  ECA  in  its  sole  discretion.

"Subsidiary"  means,  with respect to any Person, any other Person the shares of
stock  or  other  ownership  interests  of which having ordinary voting power to
elect  a  majority  of the board of directors of such Person and are at the time
owned,  or  the  management  or  policies  of  which  are  otherwise at the time
controlled, directly or indirectly through one or more intermediaries (including
other  Subsidiaries)  or  both,  by  such  first  Person.


                                       A-3
<PAGE>

"Territory"  means  the  United  States, Canada and Mexico, and their respective
territories  and  possessions.


                                       A-4
<PAGE>


<TABLE>
<CAPTION>

                                        APPENDIX  B
               SCHEDULE OF DEFINITIONS


Term                                       Section
-----------------------------------------  --------
<S>                                        <C>
1935 Act. . . . . . . . . . . . . . . . .      3.01
Acquiror. . . . . . . . . . . . . . . . .      4.03
Agreement . . . . . . . . . . . . . . . .  Preamble
AYE . . . . . . . . . . . . . . . . . . .  Preamble
AYE Group . . . . . . . . . . . . . . . .      6.02
AYE Impermissible Disposition Cure Period      4.06
Chosen Court. . . . . . . . . . . . . . .      7.12
Confidential Acquisition. . . . . . . . .      2.01
Control Premium . . . . . . . . . . . . .      4.06
Drag-Along Election . . . . . . . . . . .      4.05
Drag-Along Period . . . . . . . . . . . .      4.05
ECA . . . . . . . . . . . . . . . . . . .  Preamble
ECA Group . . . . . . . . . . . . . . . .      6.01
ECA Impermissible Disposition Cure Period      4.06
Estimate Date . . . . . . . . . . . . . .      2.01
Exercise Notice . . . . . . . . . . . . .      4.03
Exercising Party. . . . . . . . . . . . .      4.06
Fair Market Value . . . . . . . . . . . .      4.06
Gas Acquisition Election. . . . . . . . .      2.01
Impermissible Disposition . . . . . . . .      4.01
Initial Equity Amount . . . . . . . . . .      2.01
Notification. . . . . . . . . . . . . . .      2.01
Offer . . . . . . . . . . . . . . . . . .      4.02
Pooling Acquisition Election. . . . . . .      2.01
Purchase Election . . . . . . . . . . . .      4.04
Put/Call Notice . . . . . . . . . . . . .      4.06
SEC . . . . . . . . . . . . . . . . . . .      3.01
Tag-Along Election. . . . . . . . . . . .      4.03
</TABLE>

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